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                                                                    EXHIBIT 10.1

                           INTERNATIONAL BARTER CORP.
                             1998 STOCK OPTION PLAN

         This 1998 Stock Option Plan ("Plan") provides for the grant of options
to acquire shares of common stock, .001 par value ("Common Stock") of
International Barter Corp., a Nevada corporation ("Company"). Stock options
granted under this Plan are referred to in this Plan as "Options." Options that
qualify under Section 422 of the Internal Revenue Code of 1986, as amended
("Code"), are referred to in this Plan as "Incentive Stock Options." Options
granted under this Plan that do not qualify under Section 422 of the Code are
referred to as "Nonqualified Stock Options."


1.0      PURPOSES

         1.1 The purposes of this Plan are (i) to retain the services of a
management team, qualified employees of the Company and non-employee advisors or
consultants as the Plan Administrators shall select in accordance with this
Plan; (ii) to retain the services of valued non-employee directors pursuant to
Section 5.15 below; (iii) to provide these persons with an opportunity to obtain
or increase a proprietary interest in the Company, to provide incentives for
effective service and high-level performance, to strengthen their incentive to
achieve the objectives of the shareholders of the Company; and (iv) to serve as
an aid and inducement in the hiring or recruitment of new employees,
consultants, non-employee directors and other persons needed for future
operations and growth of the Company. Employees, non-employee advisors and
consultants are referred to in this Plan as "Service Providers."


2.0      ADMINISTRATION

         2.1 This Plan shall be administered by, or in accordance with the
recommendation of, the Board of Directors of the Company ("Board"). The Board
may, in its discretion, establish a committee composed of two or more members of
the Board to administer this Plan ("Committee") which may be an executive,
compensation or other committee, including a separate committee especially
created for this purpose. The Committee shall have the powers and authority as
the Board may delegate to it, including the power and authority to interpret any
provision of this Plan or of any Option. The members of the Committee shall
serve at the discretion of the Board. The Board, and/or the Committee if one has
been established by the Board, are referred to in this Plan as the "Plan
Administrators."

         2.2 Following registration of any of the Company's securities under
Section 12 of the Securities Exchange Act of 1934, as amended ("Exchange Act"),
the Plan Administrators shall not take any action which is not in full
compliance with the exemption from Section 16(b) of the Exchange Act provided by
Rule 16b-3, as amended, or any successor rule or rules, and any other rules or
regulations of the Securities and Exchange Commission, a national exchange, the
Nasdaq Stock Market, the NASD Bulletin Board, or any other applicable regulatory
authorities, and any such action shall be void and of no effect.



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         2.3 Except as limited by Section 5.15 below, and subject to the
provisions of this Plan, and with a view to effecting its purpose, the Plan
Administrators shall have sole authority, in their absolute discretion, to (i)
construe and interpret this Plan; (ii) define the terms used in this Plan; (iii)
prescribe, amend and rescind rules and regulations relating to this Plan; (iv)
correct any defect, supply any omission or reconcile any inconsistency in this
Plan; (v) select the Service Providers to whom Options shall be granted under
this Plan and whether the Option is an Incentive Stock Option or a Nonqualified
Stock Option; (vi) determine the time or times at which Options shall be granted
under this Plan; (vii) determine the number of shares of Common Stock subject to
each Option, the exercise price of each Option, the duration of each Option and
the times at which each Option shall become exercisable; (viii) determine all
other terms and conditions of Options; (ix) approve the forms of agreement to be
used under the Plan; (x) to determine the "Fair Market Value", as defined in
Section 2.4 below; (xi) to reduce the exercise price of any Option to the then
current Fair Market Value if the Fair Market Value of the Common Stock covered
by the Option shall have declined since the date the Option was granted; (xii)
to institute a program whereby outstanding options are surrendered in exchange
for options with a lower exercise price; (xiii) to allow Optionees to satisfy
withholding tax obligations by electing to have the Company withhold from the
shares of Common Stock to be issued upon exercise of an Option that number of
shares having a Fair Market Value equal to the amount required to be withheld.
The Fair Market Value of the shares to be withheld shall be determined on the
date that the amount of tax to be withheld is to be determined. All elections by
an Optionee to have shares withheld for this purpose shall be made in such form
and under such conditions as the Plan Administrators may deem necessary or
advisable; (xiv) to authorize any person to execute on behalf of the Company any
instrument required to effect the grant of an Option previously granted by the
Plan Administrators; and (xv) make all other determinations necessary or
advisable for the administration of this Plan. All decisions, determinations and
interpretations made by the Plan Administrators shall be binding and conclusive
on all participants in this Plan and on their legal representatives, heirs and
beneficiaries. None of the Plan Administrators shall be liable for any action
taken or determination made in good faith with respect to the Plan or any grant.

         2.4 "Fair Market Value" shall be deemed to be, as of any date, the
value of Common Stock determined as follows:

                  (i) If the Common Stock is listed on any established stock
         exchange or a national market system, or if the principal market for
         the Common Stock is the over-the-counter market, including without
         limitation Nasdaq NMS or Nasdaq SmallCap of the Nasdaq Stock Market,
         the NASD Electronic Bulletin Board or over-the-counter, as the case may
         be, its Fair Market Value shall be the closing sales price for such
         stock (or the closing bid, if no sales were reported) as quoted on such
         exchange or system for the last market trading day immediately
         preceding the date of determination, as reported in The Wall Street
         Journal or such other source as the Administrator deems reliable;

                  (ii) In the absence of an established market for the Common
         Stock, the Fair Market Value shall be determined in good faith by the
         Administrator.



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3.0      ELIGIBILITY

         3.1 Incentive Stock Options may be granted to any individual who, at
the time the Option is granted, is an employee of the Company or any parent,
subsidiary or other corporation permitted by the Code, including employees who
are directors of the Company ("Employees"). Nonqualified Stock Options may be
granted to Service Providers as the Plan Administrators shall select, and to
non-employee directors of the Company pursuant to the formula set forth in
Section 5.15 below. Options may be granted in substitution for outstanding
Options of another corporation in connection with the merger, consolidation,
acquisition of property or stock or other reorganization between such other
corporation and the Company or any subsidiary of the Company. Options also may
be granted in exchange for outstanding Options. Any person to whom an Option is
granted under this Plan is referred to as an "Optionee."


4.0      NUMBER OF SHARES AVAILABLE

         4.1 The Plan Administrators are authorized to grant Options to acquire
up to a total of 20% of the total number of outstanding shares of the Company's
Common Stock. The number of shares with respect to which Options may be granted
hereunder is subject to adjustment as set forth below in Section 5.14. If any
outstanding Option expires or is terminated for any reason, the shares of Common
Stock allocable to the unexercised portion of such Option may again be subject
to an Option to the same Optionee or to a different person eligible under this
Plan.


5.0      TERMS AND CONDITIONS OF OPTIONS

         5.1 Each Option granted under this Plan shall be evidenced by a written
agreement approved by the Plan Administrators ("Agreement"). Agreements may
contain such additional provisions, not inconsistent with this Plan, as the Plan
Administrators in their discretion may deem advisable. All Options also shall
comply with the following requirements.

         5.2 Number of Shares and Type of Option. Each Agreement shall state the
number of shares of Common Stock to which it pertains and designate whether the
Option is intended to be an Incentive Stock Option or a Nonqualified Stock
Option. In the absence of action or designation to the contrary by the Plan
Administrators in connection with the grant of an Option, all Options shall be
Nonqualified Stock Options. The aggregate Fair Market Value, determined at the
Date of Grant, as defined below, of the stock with respect to which Incentive
Stock Options are exercisable for the first time by the Optionee during any
calendar year, granted under this Plan and all other Incentive Stock Option
plans of the Company, a related corporation or a predecessor corporation, shall
not exceed $100,000, or such other limit as may be prescribed by the Code as it
may be amended from time to time. Any Option which exceeds the annual limit
shall not be void but rather shall be a Nonqualified Stock Option.

         5.3 Date of Grant. Each Agreement shall state the date the Plan
Administrators have deemed to be the effective date of the Option for purposes
of, and in accordance with, this Plan ("Date of Grant").



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         5.4 Option Price. Each Agreement shall state the price per share of
Common Stock at which it is exercisable. The exercise price shall be fixed by
the Plan Administrators at whatever price the Plan Administrators may determine
in the exercise of its sole discretion; provided, that the per share exercise
price for any Option granted following the effective date of registration of any
of the Company's securities under the Exchange Act shall not be less than the
Fair Market Value per share of the Common Stock at the Date of Grant as
determined by the Plan Administrators in good faith; and, provided further, that
Incentive Stock Options granted in substitution for outstanding Options of
another corporation in connection with the merger, consolidation, acquisition of
property or stock or other reorganization such other corporation and the Company
or any subsidiary of the Company may be granted involving with an exercise price
equal to the exercise price for the substituted Option of the other corporation,
subject to any adjustment consistent with the terms of the transaction pursuant
to which the substitution is to occur.

         5.5 Duration of Options. At the time of the grant of the Option, the
Plan Administrators shall designate, subject to paragraph 5.8 below, the
expiration date of the Option, which date shall not be later than 5 years from
the Date of Grant; provided, that the expiration date of any Incentive Stock
Option granted to a greater-than-10 percent shareholder of the Company (as
determined with reference to Section 424(d) of the Code) shall not be later than
five years from the Date of Grant. In the absence of action to the contrary by
the Plan Administrators in connection with the grant of a particular Option, and
except in the case of Incentive Stock Options as described above, all Options
granted under this Plan shall expire 5 years from the Date of Grant.

         5.6 Vesting Schedule. No Option shall be exercisable until it has
vested. The vesting schedule for each Option shall be specified by the Plan
Administrators at the time of grant of the Option; provided, that if no vesting
schedule is specified at the time of grant or in the Agreement, the entire
Option shall vest according to the following schedule:

<TABLE>
<CAPTION>
                NUMBER OF YEARS                  PERCENTAGE OF TOTAL OPTION
            FOLLOWING DATE OF GRANT                  TO BE EXERCISABLE
<S>                                              <C>
                       1                                     50%
                      1.5                                    75%
                       2                                    100%
</TABLE>

         5.7 Acceleration of Vesting. The vesting of one or more outstanding
Options may be accelerated by the Plan Administrators at such times and in such
amounts as it shall determine in its sole discretion. The vesting of Options
also shall be accelerated under the circumstances described below in Section
5.14.



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         5.8      Term of Option.

         5.8.1 Vested Options shall terminate, to the extent not previously
exercised, upon the occurrence of the first of the following events: (i) the
expiration of the Option, as designated by the Plan Administrators; (ii) the
expiration of 90 days from the date of an Optionee's termination of employment,
contractual or director relationship with the Company or any Related Corporation
for any reason whatsoever other than death or Disability, as defined below,
unless, in the case of a Nonqualified Stock Option, the exercise period is
otherwise defined by terms of an agreement with Optionee entered into prior to
the effective date of the Plan, or the exercise period is extended by the Plan
Administrators until a date not later than the expiration date of the Option; or
(iii) the expiration of one year from (A) the date of death of the Optionee or
(B) cessation of an Optionee's employment, contractual or director relationship
with the Company or any Related Corporation by reason of Disability (as defined
below) unless, in the case of a Nonqualified Stock Option, the exercise period
is extended by the Plan Administrators until a date not later than the
expiration date of the Option. If an Optionee's employment, contractual or
director relationship with the Company or any Related Corporation is terminated
by death, any Option held by the Optionee shall be exercisable only by the
person or persons to whom such Optionee's rights under such Option shall pass by
the Optionee's will or by the laws of descent and distribution of the state or
county of the Optionee's domicile at the time of death. "Disability" shall mean
that a person is unable to engage in any substantial gainful activity by reason
of any medically determinable physical or mental impairment that can be expected
to result in death or that has lasted or can be expected to last for a
continuous period of not less than 12 months. The Plan Administrators shall
determine whether an Optionee has incurred a Disability on the basis of medical
evidence acceptable to the Plan Administrators. Upon making a determination of
Disability, the Committee shall, for purposes of the Plan, determine the date of
an Optionee's termination of employment, contractual or director relationship.

         5.8.2 Unless accelerated as set forth above, unvested Options shall
terminate immediately upon termination of Optionee's employment, contractual or
director relationship with the Company or any Related Corporation for any reason
whatsoever, including death or Disability. If, in the case of an Incentive Stock
Option, an Optionee's relationship with the Company changes (e.g., from an
employee to a non-employee, such as a consultant, or a non-employee director),
such change shall not necessarily constitute a termination of an Optionee's
contractual relationship with the Company but rather the Optionee's Incentive
Stock Option shall automatically be converted into a Nonqualified Stock Option.
For purposes of this Plan, transfer of employment between or among the Company
and/or any Related Corporation shall not be deemed to constitute a termination
of employment with the Company or any Related Corporation. For purposes of this
subsection with respect to Incentive Stock Options, employment shall be deemed
to continue while the Optionee is on military leave, sick leave or other bona
fide leave of absence as determined by the Plan Administrators. The foregoing
notwithstanding, employment shall not be deemed to continue beyond the first 90
days of such leave, unless the Optionee's re-employment rights are guaranteed by
statute or by contract.

         5.8.3 Unvested Options shall terminate immediately upon any material
breach, as determined by the Plan Administrators, by Optionee of any employment,
non-competition, non-disclosure or similar agreement by and between the Company
and Optionee.


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         5.9 Exercise of Options. Options shall be exercisable, either all or in
part, at any time after vesting, until the Option terminates for any reason set
forth under this Plan, unless the exercise period is extended by the Plan
Administrators until a date not later than the expiration date of the Option. If
less than all of the shares included in the vested portion of any Option are
purchased, the remainder may be purchased at any subsequent time prior to the
expiration of the Option term. No portion of any Option for less than fifty (50)
shares, as adjusted pursuant to Section 5.14 below, may be exercised; provided,
that if the vested portion of any Option is less than fifty (50) shares, it may
be exercised with respect to all shares for which it is vested. Only whole
shares may be issued pursuant to an Option, and to the extent that an Option
covers less than one share, it is unexercisable. Options or portions thereof may
be exercised by giving written notice to the Company, which notice shall specify
the number of shares to be purchased, and be accompanied by payment in the
amount of the aggregate exercise price for the Common Stock so purchased, which
payment shall be in the form specified in this Plan. The Company shall not be
obligated to issue, transfer or deliver a certificate of Common Stock to any
Optionee, or to his personal representative, until the aggregate exercise price
has been paid for all shares for which the Option shall have been exercised and
adequate provision has been made by the Optionee for satisfaction of any tax
withholding obligations associated with such exercise. During the lifetime of an
Optionee, Options are exercisable only by the Optionee and those assignees
specified in Section 5.12 of this Plan.

         5.10 Payment upon Exercise of Option. Upon the exercise of any Option,
the aggregate exercise price shall be paid to the Company in cash or by
certified or cashier's check. In addition, upon approval of the Plan
Administrators, an Optionee may pay for all or any portion of the aggregate
exercise price by (i) delivering to the Company shares of Common Stock
previously held by Optionee which have been owned by Optionee for more than six
(6) months on the date of surrender; (ii) having shares withheld from the amount
of shares of Common Stock to be received by the Optionee; (iii) delivery of an
irrevocable subscription agreement obligating the Optionee to take and pay for
the shares of Common Stock to be purchased within one year of the date of such
exercise; (iv) consideration received by the Company under a cashless exercise
program implemented by the Company in connection with the Plan; (v) a reduction
in the amount of any Company liability to the Optionee, including any liability
attributable to the Optionee's participation in any Company-sponsored deferred
compensation program or arrangement; or (vi) such other consideration and method
of payment for the issuance of shares to the extent permitted by Applicable
Laws. The shares of Common Stock received or withheld by the Company as payment
for shares of Common Stock purchased upon the exercise of Options shall have a
Fair Market Value at the date of exercise (as determined by the Plan
Administrators) equal to the aggregate exercise price (or portion thereof) to be
paid by the Optionee upon such exercise.

         5.11 Rights as a Shareholder. An Optionee shall have no rights as a
shareholder with respect to any shares covered by an Option until such Optionee
becomes a record holder of the shares, irrespective of whether such Optionee has
given notice of exercise. Subject to the provisions of Section 5.14 of this
Plan, no rights shall accrue to an Optionee and no adjustments shall be made on
account of dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights declared on, or created in, the
Common Stock for which the record date is prior to the date the Optionee becomes
a record holder of the shares of Common Stock covered by the Option,
irrespective of whether such Optionee has given notice of exercise.



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         5.12 Transfer of Option. Options granted under this Plan and the rights
and privileges conferred by this Plan may not be transferred, assigned, pledged
or hypothecated in any manner, whether by operation of law or otherwise, other
than by will, by applicable laws of descent and distribution or to family
members, entities owned by family members and trusts benefitting family members
or, with respect to Nonqualified Stock Options, pursuant to a domestic relations
order, and shall not be subject to execution, attachment or similar process.
Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose
of any Option or of any right or privilege conferred by this Plan contrary to
the provisions hereof, or upon the sale, levy or any attachment or similar
process upon the rights and privileges conferred by this Plan, such Option shall
thereupon terminate and become null and void.

         5.13     Securities Regulation and Tax Withholding.

         5.13.1 Shares shall not be issued with respect to an Option unless the
exercise of such Option and the issuance and delivery of such shares shall
comply with all relevant provisions of law, including, without limitation, any
applicable state securities laws, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations thereunder and the requirements of any
stock exchange upon which such shares may then be listed. The issuance shall be
further subject to the approval of counsel for the Company with respect to such
compliance, including the availability of an exemption from registration for the
issuance and sale of such shares. The inability of the Company to obtain from
any regulatory body the authority deemed by the Company to be necessary for the
lawful issuance and sale of any shares under this Plan, or the unavailability of
an exemption from registration for the issuance and sale of any shares under
this Plan, shall relieve the Company of any liability with respect to the
non-issuance or sale of such shares.

         5.13.2 As a condition to the exercise of an Option, in order to comply
with federal or state securities laws the Plan Administrators may require the
Optionee to represent and warrant in writing at the time of such exercise that
the shares are being purchased only for investment and without any then-present
intention to sell or distribute such shares. At the option of the Plan
Administrators, a stop-transfer order against such shares may be placed on the
stock books and records of the Company, and a legend indicating that the stock
may not be pledged, sold or otherwise transferred unless an opinion of counsel
is provided stating that such transfer is not in violation of any applicable law
or regulation, may be stamped on the certificates representing such shares in
order to assure an exemption from registration. The Plan Administrators also may
require such other documentation as may from time to time be necessary to comply
with federal and state securities laws. THE COMPANY HAS NO OBLIGATION TO
UNDERTAKE REGISTRATION OF OPTIONS OR THE SHARES OF STOCK ISSUABLE UPON THE
EXERCISE OF OPTIONS.

         5.13.3 As a condition to the exercise of any Option granted under this
Plan, the Optionee shall make such arrangements as the Plan Administrators may
require for the satisfaction of any federal, state or local withholding tax
obligations that may arise in connection with such exercise. Alternatively, the
Plan Administrators may provide that a Grantee may elect, to the extent
permitted or required by law, to have the Company deduct federal, state and
local taxes of any kind required by law to be withheld upon such exercise from
any payment of any kind due to the Grantee. Without limitation, at the
discretion of the Plan Administrators, the withholding obligation may be
satisfied by the withholding or delivery of shares of Common Stock.



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         5.13.4 The issuance, transfer or delivery of certificates of Common
Stock pursuant to the exercise of Options may be delayed, at the discretion of
the Plan Administrators, until the Plan Administrators are satisfied that the
applicable requirements of the federal and state securities laws and the
withholding provisions of the Code have been met.

         5.14     Stock Dividend, Reorganization or Liquidation.

         5.14.1 If (i) the Company shall at any time be involved in a
transaction described in Section 424(a) of the Code (or any successor provision)
or any "corporate transaction" described in the regulations thereunder; (ii) the
Company shall declare a dividend payable in, or shall subdivide or combine, its
Common Stock or (iii) any other event with substantially the same effect shall
occur, the Plan Administrators shall, with respect to each outstanding Option,
proportionately adjust the number of shares of Common Stock and/or the exercise
price per share so as to preserve the rights of the Optionee substantially
proportionate to the rights of the Optionee prior to such event, and to the
extent that such action shall include an increase or decrease in the number of
shares of Common Stock subject to outstanding Options, the number of shares
available under Section 4.0 of this Plan shall automatically be increased or
decreased, as the case may be, proportionately, without further action on the
part of the Plan Administrators, the Company or the Company's shareholders.

         5.14.2 If the Company is liquidated or dissolved, the Plan
Administrators shall allow the holders of any outstanding Options to exercise
all or any part of the unvested portion of the Options held by them; provided,
however, that such Options must be exercised prior to the effective date of such
liquidation or dissolution. If the Option holders do not exercise their Options
prior to such effective date, each outstanding Option shall terminate as of the
effective date of the liquidation or dissolution.

         5.14.3 The foregoing adjustments in the shares subject to Options shall
be made by the Plan Administrators, or by any successor administrator of this
Plan, or by the applicable terms of any assumption or substitution document.

         5.14.4 The grant of an Option shall not affect in any way the right or
power of the Company to make adjustments, reclassifications, reorganizations or
changes of its capital or business structure, to merge, consolidate or dissolve,
to liquidate or to sell or transfer all or any part of its business or assets.

         5.15     Option Grants to Non-Employee Directors.

         5.15.1 Automatic Grants. Upon the initial appointment of a Non-Employee
Director, as defined below, the Plan Administrators are authorized to grant
initial Options ("Initial Options") to each Non-Employee Director in such
amounts and upon such terms, provisions and vesting schedule as determined in
the sole discretion of the Plan Administrators. After the Initial Options are
fully vested, or in the event no Initial Options are granted to a Non-Employee
Director, Options shall be granted to Non-Employee Directors under the terms and
conditions of this Section 5.15 of this Plan. Unless the number of shares
available under Section 4.0 of this Plan shall have been decreased to less than
15,000, immediately after each annual meeting of shareholders at which he or she
is elected a director, each Non-Employee Director, as defined below, of the
Company shall automatically be granted a Nonqualified Stock Option to purchase
2.500 shares of Common Stock for each year included in the term for which such
he or she was elected a director at such meeting; provided, however, that if a
director is appointed to fill a vacancy in the Company's Board of Directors, a
Non-Employee Director shall be granted a 



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Nonqualified Stock Option to purchase that number of shares of Common Stock
equal to 2.500 multiplied by a fraction, the numerator of which shall be equal
to the number of months from the date of his or her appointment until the next
regularly scheduled annual meeting of shareholders at which directors are to be
elected (as determined by the Company's bylaws and rounded to the nearest whole
number) and the denominator of which shall be twelve (12). "Non-Employee
Director" shall have the meaning set forth in Rule 16b-3 under the Exchange Act
as such rule is in effect on the date this Plan is approved by the shareholders
of the Company, as it may be amended from time to time, or any successor rule or
rules.

         5.15.2 Option Price. The option price for the Options granted under
Section 5.15 shall be not less than one hundred percent (100%) of the Fair
Market Value of the shares of Common Stock on the Date of Grant, as determined
by the Plan Administrators in good faith in accordance with the definition set
forth in Section 2.4 of this Plan. Each such Option shall have a five-year term
from the Date of Grant, unless earlier terminated pursuant to Section 5.8.

         5.15.3 Vesting Schedule. No Option shall be exercisable by a
Non-Employee Director until it has vested. For Options granted in connection
with the election of a director at an annual meeting of shareholders, each
Option shall vest as to 2,500 shares of Common Stock for each year of service as
a director on each anniversary date of the annual meeting. For Options granted
in connection with the appointment of a director, each Option shall vest as to
2,500 shares of Common Stock (or, if a lesser number of shares of Common Stock
remain unvested, the remaining number of shares) for each year of service as a
director on each anniversary date of such appointment.

         5.16     Common Stock Repurchase Rights

         5.16.1 Repurchase Option. At the sole discretion of the Plan
Administrators, each Option granted under this Plan may contain repurchase
provisions pursuant to which, after exercise of the Option, the Company is
granted an irrevocable, exclusive option ("Repurchase Option") to purchase from
Optionee the Common Stock issued upon exercise of the Option. If the Plan
Administrators determine that Options granted under the Plan will be subject to
a Repurchase Option, Service Providers shall be notified by the Plan
Administrators of the terms, conditions and restrictions of the Repurchase
Option by means of a Restricted Stock Purchase Agreement, and Options shall be
accepted by Service Providers by execution of a Restricted Stock Purchase
Agreement in the form determined by the Plan Administrators. Unless the Plan
Administrators determine otherwise, the Restricted Stock Purchase Agreement
shall grant the Company a repurchase option exercisable upon the voluntary or
involuntary termination of the purchaser's service with the Company for any
reason (including death or disability).

         5.16.2 Purchase Price and Duration. The purchase price for shares of
Common Stock repurchased pursuant to the Restricted Stock Purchase Agreement
shall be the original price per share paid by the purchaser and may be paid by
cancellation of any indebtedness of the purchaser to the Company. The Repurchase
Option shall lapse after one year following the date of exercise, unless the
repurchase period is shortened in accordance with a rate determined by the Plan
Administrators.

         5.16.3 Escrow of Shares. The Restricted Stock Purchase Agreement may
also provide that the shares of Common Stock be delivered and deposited with an
escrow holder designated by the Company until such time as the Repurchase Option
expires.



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         5.16.4 Other Provisions. The Restricted Stock Purchase Agreement shall
contain such other terms, provisions and conditions not inconsistent with the
Plan as may be determined by the Administrator in its sole discretion.

         5.16.5 Rights as a Shareholder. Once the Option is exercised and unless
and until the Repurchase Option is exercised by the Company, the purchaser shall
have the rights equivalent to those of a shareholder, and shall be a shareholder
when his or her purchase is entered upon the records of the duly authorized
transfer agent of the Company.


6.0      EFFECTIVE DATE; TERM

         6.1 This Plan shall be effective as of June 1, 1998. The Plan shall
include all options granted by Plan Administrators prior to the effective date
of the Plan, in accordance with the effective Date of Grant and other terms of
each agreement with Optionee. Incentive Stock Options may be granted by the Plan
Administrators from time to time thereafter until June 1, 2003. Nonqualified
Stock Options may be granted until this Plan is terminated by the Board in its
sole discretion. Termination of this Plan shall not terminate any Option granted
prior to such termination. Any Incentive Stock Options granted by the Plan
Administrators prior to the approval of this Plan by a majority of the
shareholders of the Company shall be granted subject to ratification of this
Plan by the shareholders of the Company within 12 months after this Plan is
adopted by the Board, and if shareholder ratification is not obtained, each and
every Incentive Stock Option shall become a Nonqualified Stock Option.


7.0      NO OBLIGATIONS TO EXERCISE OPTION

         7.1 The grant of an Option shall impose no obligation upon the Optionee
to exercise such Option.


8.0      NO RIGHT TO OPTIONS OR TO EMPLOYMENT, CONTRACTUAL OR DIRECTOR 
RELATIONSHIP

         8.1 Except as provided in Section 5.15 above, whether or not any
Options are to be granted under this Plan shall be exclusively within the
discretion of the Plan Administrators, and nothing contained in this Plan shall
be construed as giving any person or Service Provider any right to participate
under this Plan. The grant of an Option shall in no way constitute any form of
agreement or understanding binding on the Company or any Related Corporation,
express or implied, that the Company or any Related Corporation will employ,
contract with, or use any efforts to cause to continue service as a director by,
an Optionee for any length of time.



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9.0      APPLICATION OF FUNDS

         9.1 The proceeds received by the Company from the sale of Common Stock
issued upon the exercise of Options shall be used for general corporate
purposes, unless otherwise directed by the Board.


10.0     INDEMNIFICATION OF PLAN ADMINISTRATOR

         10.1 In addition to all other rights of indemnification they may have
as members of the Board, members of the Plan Administrators shall be indemnified
by the Company for all reasonable expenses and liabilities of any type or
nature, including attorneys' fees, incurred in connection with any action, suit
or proceeding to which they or any of them are a party by reason of, or in
connection with, this Plan or any Option granted under this Plan, and against
all amounts paid by them in settlement thereof, provided that such settlement is
approved by independent legal counsel selected by the Company, except to the
extent that such expenses relate to matters for which it is adjudged that such
Plan Administrators member is liable for willful misconduct; provided, that
within 15 days after the institution of any such action, suit or proceeding, the
Plan Administrator member involved therein shall, in writing, notify the Company
of such action, suit or proceeding, so that the Company may have the opportunity
to make appropriate arrangements to prosecute or defend the same.


11.0     AMENDMENT OF PLAN

         11.1 Except as otherwise provided above in Section 5.15, the Plan
Administrators may, at any time, modify, amend or terminate this Plan and
Options granted under this Plan; provided, that no amendment with respect to an
outstanding Option shall be made over the objection of the Optionee thereof; and
provided further, that if required in order to keep the Plan in full compliance
with the exemption from Section 16(b) of the Exchange Act provided by Rule
16b-3, as amended, or any successor rule or rules, or any other rules or
regulations of the Securities and Exchange Commission, a national exchange, the
Nasdaq Stock Market, the NASD Bulletin Board, or other regulatory authorities,
amendments to this Plan shall be subject to approval by the Company's
shareholders in compliance with the requirements of any such rules or
regulations.

         Without limiting the generality of the foregoing, the Plan
Administrators may modify grants to persons who are eligible to receive Options
under this Plan who are foreign nationals or employed outside the United States
to recognize differences in local law, tax policy or custom.

         Date Approved by Board of Directors of Company: _____________, 1998



                                        International Barter Corp.



                                        ----------------------------------------
                                        by:
                                           Corporate Secretary


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